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2-10-57
Section 2-10-57 Amendments to articles of incorporation. The articles of incorporation or charter
of any cooperative or mutual association of farmers organized under the provisions of this
article may be altered or amended at any regular meeting of the members or at any special
meeting called for that purpose; provided that a quorum shall be present as defined in the
bylaws or other governing rules. The amendment must first be approved by two thirds of the
directors or other governing body and then adopted by vote of two thirds of the members present
and voting at the meeting. Amendments to the articles of incorporation, when so adopted, shall
be filed in accordance with the provisions of the general corporation laws of the state. (Acts
1921, Ex. Sess., No. 31, p. 38; Code 1923, §7134; Acts 1935, No. 222, p. 612; Code 1940,
T. 2, §92.)...
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22-21-135
Section 22-21-135 Board of directors. (a) The authority shall have a board of directors composed
of the number of directors provided in the certificate of incorporation, as most recently
amended. All powers of the authority shall be exercised by the board or pursuant to its authorization.
The directors shall be residents of the municipality (except, that any director required to
be elected from among persons nominated by the county commission need not be a resident of
the municipality, but must be a resident of the county) and shall be elected by the governing
body for staggered terms of office. In order to accomplish this purpose, the governing body
shall, at the time of the election of the first board, divide the board into three groups
containing as near equal whole numbers as possible. The first term of board members included
in the first group shall be two years, the first term of the board members included in the
second group shall be four years and the first term of the board...
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36-21-63
Section 36-21-63 Board of Commissioners of Alabama Peace Officers' Annuity and Benefit Fund
- Quorum; officers generally; executive director; agents and employees; bonding of members
and employees handling funds of board. A majority of the members of the board shall constitute
a quorum sufficient for the transaction of any business, and no business shall be transacted
by the board and no action taken unless a quorum is present. The members of the board shall
elect a chairman of the board and select an executive director, who shall be the chief executive
officer of the board. The chairman of the board shall be a member of the board, but the executive
director need not be a member. The executive director shall serve at the pleasure of the board,
which may employ other agents and employees as the board may deem necessary. Any employees
of the board shall be subject to the Alabama Merit System Act. The executive director shall
be compensated for services in an amount to be fixed by the...
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37-6-7
Section 37-6-7 Articles of incorporation - Amendment. A cooperative may amend its articles
of incorporation by complying with the following requirements: The proposed amendment shall
be first approved by the board of trustees and shall then be submitted to a vote of the members
at any annual or special meeting thereof, the notice of which shall set forth the proposed
amendment. The proposed amendment, with such changes as the members shall choose to make therein,
shall be deemed to be approved on the affirmative vote of not less than two thirds of those
members voting thereon at such meeting; and, upon such approval by the members, articles of
amendment shall be executed and acknowledged on behalf of the cooperative by its president
or vice-president, and its corporate seal shall be affixed thereto and attested by its secretary.
The articles of amendment shall recite in the caption that they are executed pursuant to this
chapter and shall state: The name of the cooperative; the address...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-7.htm - 2K - Match Info - Similar pages
10A-2-10.21
Section 10A-2-10.21 Bylaw increasing quorum or voting requirement for shareholders. REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) If authorized by the articles of incorporation, the shareholders may
adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders,
or voting groups of shareholders, than is required by this chapter. The adoption or amendment
of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders
must meet the same quorum requirement and be adopted by the same vote and voting groups required
to take action under the quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater. (b) A bylaw that fixes a greater quorum or voting requirement for shareholders
under subsection (a) may not be adopted, amended, or repealed by the board of directors. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-10.21;...
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10A-2A-1.47
Section 10A-2A-1.47 Ratification of defective corporate actions. (a) To ratify a defective
corporate action under this section (other than the ratification of an election of the initial
board of directors under subsection (b)), the board of directors shall take action ratifying
the action in accordance with Section 10A-2A-1.48, stating: (1) the defective corporate action
to be ratified and, if the defective corporate action involved the issuance of putative stock,
the number and type of shares of putative stock purportedly issued; (2) the date of the defective
corporate action; (3) the nature of the failure of authorization with respect to the defective
corporate action to be ratified; and (4) that the board of directors approves the ratification
of the defective corporate action. (b) In the event that a defective corporate action to be
ratified relates to the election of the initial board of directors of the corporation under
Section 10A-2A-2.04(a)(2), a majority of the persons who,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.47.htm - 2K - Match Info - Similar pages
10A-2A-8.10
Section 10A-2A-8.10 Vacancy on board of directors. (a) Unless the certificate of incorporation
provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting
from an increase in the number of directors: (1) the stockholders may fill the vacancy; (2)
the board of directors may fill the vacancy; or (3) if the directors remaining in office are
less than a quorum, they may fill the vacancy by the affirmative vote of a majority of all
the directors remaining in office. (b) If the vacant office was held by a director elected
by a voting group of stockholders, only the holders of stock of that voting group are entitled
to vote to fill the vacancy if it is filled by the stockholders, and only the remaining directors
elected by that voting group, even if less than a quorum, are entitled to fill the vacancy
if it is filled by the directors. (c) A vacancy that will occur at a specific later date (by
reason of a resignation effective at a later date under Section...
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10A-3-5.04
Section 10A-3-5.04 Articles of merger or consolidation. (a) Upon the approval, articles of
merger or articles of consolidation shall be executed for each nonprofit corporation by its
president or a vice president, and by its secretary or an assistant secretary, and verified
by one of the officers signing the articles, and shall set forth: (1) The plan of merger or
the plan of consolidation; (2) If the members of any merging or consolidating nonprofit corporation
are entitled to vote thereon, then as to each nonprofit corporation (i) a statement setting
forth the date of the meeting of members at which the plan was adopted, that a quorum was
present at the meeting, and that the plan received at least two-thirds of the votes entitled
to be cast by members present or represented by proxy at the meeting, or (ii) a statement
that the amendment was adopted by a consent in writing signed by all members entitled to vote
with respect thereto; and (3) If any merging or consolidating nonprofit...
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11-56-6
Section 11-56-6 Board of directors; record of proceedings of board. The corporation shall have
a board of directors composed of the number of directors provided in the certificate of incorporation.
All powers of the corporation shall be exercised by the board or pursuant to its authorization.
The directors shall be residents of the municipality and shall be elected by the governing
body for staggered terms of office as follows: The first term of one third of the directors
shall be two years; of another one third, four years; and of the remaining one third, six
years. Thereafter the term of office of each director shall be six years. If any director
resigns, dies, becomes incapable of acting as a director or ceases to reside in the municipality,
the governing body shall elect a successor to serve for the unexpired period of his term.
Directors shall be eligible for reelection by the governing body to succeed themselves in
office. No director shall be an officer of the state or the...
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11-57-6
Section 11-57-6 Board of directors; record of proceedings of board. The authority shall have
a board of directors composed of the number of directors provided in the certificate of incorporation.
All powers of the authority shall be exercised by the board or pursuant to its authorization.
The directors shall be residents of the municipality and shall be elected by the governing
body for staggered terms of office as follows: The first term of one third of the directors
shall be two years; the first term of the second one third of the directors shall be four
years and the first term of the remaining one third of the directors shall be six years. Upon
the expiration of the initial term of each director, each subsequent term shall be six years.
If any director resigns, dies, becomes incapable of acting as a director, or ceases to reside
in the municipality, the governing body shall elect a successor to serve for the unexpired
portion of his term of office. Directors shall be eligible to...
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